ANNUAL REPORT 2020 - 21
FINANCIAL
HIGHLIGHTS
CONTENTS
Message from the Chairman .............................. 03
Board of Directors ................................................. 04
Design Digital.......................................................... 05
Industries.................................................................. 06
Notice........................................................................... 11
Directors' Report including Management
Discussion and Analysis........................................ 22
Annual Report on Corporate Social
Responsibility .......................................................... 35
Secretarial Audit Report....................................... 39
Business Responsibility Report.......................... 42
Compliance Report on Corporate
Governance.............................................................. 49
Independent Auditor's Certificate on
Corporate Governance.......................................... 63
Independent Auditor's Report........................... 64
Balance Sheet.......................................................... 72
Statement of Profit and Loss .............................. 73
Statement of Changes in Equity........................ 74
Statement of Cash Flow ....................................... 75
Notes forming part of the financial
statements................................................................ 77
Significant three years' highlights .................... 113
Response to Covid ................................................ 115
1826.2
Operating Revenue
₹ Crores
13.4%
YoY
368.1
Profit After Tax
₹ Crores
43.7%
YoY
59.11
Earnings Per Share
₹/ Share
43.8%
YoY
217.1
Book Value
₹/ Share
24.0%
YoY
ANNUAL REPORT 2020 - 21
03
ANNUAL REPORT 2020 - 21
Dear Shareholder,
I hope you and your family are safe
and healthy in these dicult times.
Your Company generated operating
revenues of Rs. 1826.2 Cr in FY21,
registering a healthy growth of 13.4% YoY
over FY20. The Profit before tax was
Rs. 511.9 Cr for the year, a growth of
45.3% YoY, crossing the 500 Cr mark
for the first time in the Company's
history. Your Company's Net Profit for
the year stood at Rs. 368.1 Cr,
reporting a growth of 43.7% YoY.
In the coming year, the continued impact
of the Covid-19 pandemic, stagnant
economic performance, foreign exchange
rate fluctuations, and a downturn in
some sectors would all pose challenges
to economic growth.
We expect that advanced economies
will recover faster, supported by
fiscal stimulus and vaccination
mechanisms. Industries have seen
varied impact for continuity of
operations, supply chains and consumer
demand.
Your Company has spent the last few
years building relevant capabilities
and strategies in industry verticals with
low overlap, such as Transportation,
Media, Broadcast and Communications,
and Healthcare.
Your Company's customer base is
diversified in terms of both
geographies we operate in, and
currencies we bill in. This mitigates
risks arising from geopolitical and
currency volatility to a certain degree.
During the past year, amidst travel
restrictions and lockdowns instituted
by various governments across
geographies, your Company ensured
safety and wellbeing of all its
employees, and also facilitated a
seamless transition for employees to
work from home, supported with
processes and tools for remote
working, communication, and
collaboration.
This strategic diversification, seamless
continuity of delivery and operations,
and investments in improving
oerings, sales, and marketing,
enabled the Company to increase
operating revenue by 13.4% in a year
where the global economy was
contracting.
In the Zinnov Zones 2020 Report, your
Company was ranked in the
‘Leadership Zone’ in the Automotive
and Media & Communications
industries. Your Company was also
recognised as an emerging niche
leader in innovative technologies like
Digital Engineering, Artificial Intelligence
and the Internet of Things.
I would like to extend my gratitude to
our management team, sta, and
business associates for their
contribution and commitment towards
Tata Elxsi.
I take this opportunity to also record
my appreciation for my fellow directors
for guiding the Company amidst this
challenging operating environment.
We recognize the dicult period that
the entire economy has witnessed in
the past few quarters and the
predominance of individual retail
investors in our investor base.
I am pleased to inform you that your
Board of Directors has approved a final
dividend of 240% for the year 2020-21,
along with a one-time special dividend
of 240% for your consideration.
Last but not least, on behalf of the
entire Board of Directors and
the management team, I would like to
thank you for your continued trust,
guidance and support.
N G Subramaniam
MESSAGE FROM THE
CHAIRMAN
COMMITTEES
Stakeholders’ Relationship
Mr. Sudhakar Rao
Chairman
Prof. Anurag Kumar
Mr. Manoj Raghavan
Corporate Social Responsibility
Mr. Sudhakar Rao
Chairman
Mrs. S Gopinath
Mr. Manoj Raghavan
Audit
Mrs. S Gopinath
Chairperson
Mr. Sudhakar Rao
Mr. Ankur Verma
Risk Management
Prof. Anurag Kumar
Chairman
Mr. N G Subramaniam
Mr. H V Muralidharan
Chief Financial Officer
Mr. H V Muralidharan
Company Secretary
Mr. G Vaidyanathan
Nomination & Remuneration
Mrs. S Gopinath
Chairperson
Mr. N G Subramaniam
Mr. Sudhakar Rao
Registered & Corporate Office
Tata Elxsi Limited
ITPB Road Whitefield
Bengaluru - 560 048
India
Email: investors@tataelxsi.com
Registrars & Share Transfer Agents
TSR Darashaw Consultants Pvt. Ltd
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg
Vikhroli (West), Mumbai – 400 083
Auditors
BSR & Co. LLP
Chartered Accountants
BOARD OF DIRECTORS
as on April 22, 2021
Mr. N G
SUBRAMANIAM
Chairman
(Non-Independent
and Non-Executive)
Mrs. SHYAMALA
GOPINATH
Independent
Non-Executive
Director
Mr. MANOJ
RAGHAVAN
CEO & Managing
Director
Mr. SUDHAKAR
RAO
Independent
Non-Executive
Director
Prof. ANURAG
KUMAR
Independent
Non-Executive
Director
Mr. ANKUR
VERMA
Non-Independent
and Non-Executive
04
ANNUAL REPORT 2020 - 21
Digital technologies like Mobility,
Internet of Things, Artificial Intelligence,
and Cloud-based applications are being
integrated into consumer contexts,
services, and products.
These technologies are creating huge
opportunities to drive operational
eciency, reduce costs, deliver new
services to consumers, and generate
new revenue sources for our customers.
However, these technologies also drive
an exponential increase in the
technological complexity required to
develop new products and services.
Tata Elxsi’s Design Digital brings together
a global and diverse team of strategic
thinkers, consumer insights experts,
award-winning designers, technologists,
and digital experts.
Our network of Design Studios,
Innovation Hubs, and Centers of
Excellence for Digital technologies, help
enterprises re-imagine their products and
services - from strategy, insights, service
design, interaction design to technology
implementation and integration.
05
ANNUAL REPORT 2020 - 21
Tata Elxsi is a fully integrated global design consultancy, creating innovative
products, services, and experiences to build brands and help businesses grow.
We have a multi-disciplinary and award-winning team of design researchers,
strategists, product and UX/UI designers, technologists, and engineers.
Our services span across consumer research and insights, strategy and
innovation, product, and experience design to the development and delivery of
interactive and immersive experiences. Tata Elxsi’s design teams help clients
launch new ideas and award-winning products and services, helping brands
dierentiate and win in the marketplace.
Selected by DishTV to develop
‘Orbit,’ the new user interface
for both its brands Dish TV &
D2H, enabling subscribers with
a seamless TV and online
viewing experience
Sunfeast Mom's Magic - Accentuating the
biscuit design to communicate its goodness
and richness
INDUSTRIAL DESIGN
AND VISUALIZATION
06
INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi supports global medtech,
digital health, pharmaceuticals, and
biotech businesses conceptualize,
launch, and sustain products in one of
the most regulated industries in the
world.
Our ISO 13485 certified global delivery
centers and engineering network
ensure that our customers can
leverage our people, process, and
infrastructure to achieve their business
goals in the competitive and evolving
market.
Selected by Aesculap AG, a B. Braun
company and one of the world’s
leading manufacturers of medical
devices, as its global engineering
services partner
Rolled out an industry-first
outcome-based risk assurance
business model for large regulatory
transition programs for existing and
new customers
07
INDUSTRIES
ANNUAL REPORT 2020 - 21
HEALTHCARE
Tata Elxsi addresses the entire product
development lifecycle for Media,
Broadcast, Communications, and
Consumer Electronics, from R&D to
new product development, testing,
and maintenance engineering.
We partner with leading broadcasters
and operators to build connected
services and deliver superior customer
experience.
We also support leading telecom
operators in their digital and network
transformation eorts, helping with
integration, process automation, and
new service rollout.
Positioned in the Leadership
Zone in Communications -
Zinnov Zones 2020 Report
Google Widevine has chosen
us as a 3PL certification
partner to oer safe
premium content protection
for Broadcast, Media,
Consumer Electronics, and
Automotive applications
MEDIA, BROADCAST
AND COMMUNICATIONS
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INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi oers engineering services
and solutions for connected,
autonomous, and electric vehicles to
help customers achieve their vision
for future mobility.
This encompasses the entire product
development lifecycle, including
product and design engineering,
testing and validation, and vehicle
program management.
We are the preferred partner for
leading OEMs and suppliers to
develop electronics and software for
powertrain, infotainment,
connectivity, active safety, and
comfort.
TRANSPORTATION
We are investing in building capabilities
in the rail industry, working with leading
operators, metro and rail authorities,
rolling stock and systems suppliers to
deliver design and technology services
that enhance safety, convenience,
quality, and overall customer experience,
while accelerating product and service
development and deployment.
Positioned in the Leadership
Zone in the Automotive sector -
Zinnov Zones 2020 Report
Launched a Global Engineering
Center (GEC) focussed on
innovation and drive digital
transformation and growth for
Schaeer group
09
INDUSTRIES
ANNUAL REPORT 2020 - 21
10
INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi implements and integrates complete
systems and solutions for specialized
applications such as Experience Centers,
Training and Safety, and Design Visualisation
across industries such as automotive,
aerospace, entertainment, manufacturing,
government, and education.
Professional services for Cloud and
Infrastructure Management, Virtual Reality
(VR), 3D Printing, and Robotics continue to
strengthen our solution portfolio to meet
evolving technology needs of our customers.
SYSTEMS
INTEGRATION
Notice | 11
NOTICE
Notice is hereby given that the Thirty Second Annual
General Meeting of TATA ELXSI LIMITED will be held on
Friday, June 25, 2021 at 2:30 pm., through Video
Conferencing (VC) or Other Audio Visual Means (OAVM) to
transact the following businesses:
Ordinary Business
1. To consider and adopt the Audited Financial Statements
of the Company for the year ended March 31, 2021,
together with the Reports of the Board of Directors and
the Auditors thereon.
2. To declare dividend on equity shares for the financial
year 2020-21.
3. To appoint a Director in place of Mr. N. Ganapathy
Subramaniam who retires by rotation and, being eligible,
oers himself for re-appointment.
Special Business
4. Appointment of Prof. Anurag Kumar (DIN : 03403112)
as an Independent Director
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT Prof. Anurag Kumar (DIN : 03403112)
who was appointed by the Board of Directors on the
recommendation of the Nomination and Remuneration
Committee as an Additional Director (Independent, Non-
Executive) of the Company with eect from November 15,
2020 and who holds oce up to the date of this Annual
General Meeting of the Company in terms of Section 161(1)
of the Companies Act, 2013 (“Act”) and Article 151 of the
Articles of Association of the Company who is eligible
for appointment and in respect of whom the Company
has received a notice in writing from a Member under
Section 160(1) of the Act proposing his candidature to the
oce of Directorship of the Company, be and is hereby
appointed as an Independent Director of the Company.”
“RESOLVED FURTHER THAT pursuant to the provisions of
Sections 149, 152 and other applicable provisions, if any, of
the Act, the Companies (Appointment and Qualifications
of Directors) Rules, 2014, read with Schedule IV to the
Act and Regulation 17 and other applicable regulations
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), as amended from
time to time, Prof. Anurag Kumar who meets the
criteria for independence as provided in Section 149(6)
of the Act along with the rules framed thereunder and
Regulation 16(1)(b) of SEBI Listing Regulations and who
has submitted a declaration to that eect, and who is
eligible for appointment as an Independent Director of
the Company, not liable to retire by rotation, for a term
of five years commencing from November 15, 2020 upto
November 14, 2025, be and is hereby approved.”
5. Re-appointment of Mr. Sudhakar Rao (DIN : 00267211)
as an Independent Director
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
149, 152 and other applicable provisions, if any, of
the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule
IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, and pursuant to the
recommendation of the Nomination and Remuneration
Committee and as approved by the Board of Directors,
Mr. Sudhakar Rao (DIN: 00267211) who was appointed as
an Independent Director of the Company and who holds
oce upto July 31, 2021 and is eligible for re-appointment
for the second term as an Independent Director, and has
submitted a declaration that he meets the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and in
respect of whom the Company has received a notice in
writing from a Member under Section 160(1) of the Act
proposing his candidature to the oce of Directorship
of the Company, be and is hereby re-appointed as an
Independent Director of the Company to hold oce for
the second term commencing from August 01, 2021 upto
September 02, 2024 (3 years, 1 month and 2 days period)
and whose oce shall not be liable to retire by rotation.”
6. Payment of Commission to Non-Executive Directors of
the Company
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
197 and other applicable provisions, if any, of the
Companies Act, 2013 (“Act”), as amended from time to
time, a sum not exceeding one percent per annum of
the net profits of the Company calculated in accordance
with the provisions of Section 198 and other applicable
ANNUAL REPORT 2020 - 21
12 | Notice
NOTES:
1. In view of the current extraordinary circumstances
caused by the COVID-19 pandemic, the Ministry of
Corporate Aairs (“MCA”) has vide its circular dated May
5, 2020 in relation to “Clarification on holding of annual
general meeting (AGM) through video conferencing (VC)
or other audio visual means (OAVM)” read with General
Circular No. 14/ 2020 dated April 8, 2020 , the General
Circular No. 17/ 2020 dated April 13, 2020, No. 33/2020
dated September 28, 2020 and General Circular No.
39/2020 dated December 31, 2020 and General Circular
No.02/2021 dated January 13, 2021 (collectively referred
to as “MCA Circulars”) permitted the Companies to hold
their Annual General Meeting (“AGM”) through VC /
OAVM, without the physical presence of the Members
at a common venue. In compliance with the provisions
of the Companies Act, 2013 (“Act”), SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) and MCA Circulars, the
current AGM of the Company is being held through VC /
OAVM. The deemed venue for the 32nd AGM will be the
registered oce of the Company.
2. The relevant details, pursuant to Regulations 26(4)
and 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), in respect of Directors seeking
appointment/re-appointment at this Annual General
Meeting (“AGM”) is annexed.
3. Since this AGM is being held pursuant to the MCA
Circulars through VC / OAVM, physical attendance of
Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will
not be available for the AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
However, Body Corporates are entitled to appoint
authorised representatives to attend the AGM through
VC/OAVM and participate thereat and cast their votes
through e-voting.
4. The Members can join the AGM in the VC/OAVM
mode thirty minutes before the scheduled time of
the commencement of the Meeting by following the
procedure mentioned in the Notice. The facility of
participation at the AGM through VC/OAVM will be made
available on first come first served basis.
5. Members attending the AGM through VC / OAVM shall
be counted for the purpose of reckoning the quorum
under Section 103 of the Act.
6. Members desirous of seeking information in respect of
Accounts of the Company are requested to send their
queries to telagm@tataelxsi.com on or before June 18,
2021.
7. In case of joint holders, the Member whose name
appears as the first holder in the order of names as per
provisions, if any, of the Act, be paid to and distributed
amongst the Directors of the Company or some or
any of them (other than the Managing Director and/or
Whole-time Directors) in such amounts or proportions
and in such manner and in all respects as may be
directed by the Board of Directors of the Company on
the recommendation of the Nomination & Remuneration
Committee (NRC) in terms of the Remuneration Policy
of the Company and that such payments shall be made
in respect of the profits of the Company for each of the
financial years, commencing April 1, 2021.”
7. Approval for Related Party Transactions
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 188 of the Companies Act, 2013 (“Act”) and
other applicable provisions, if any, read with Rule 15
of the Companies (Meetings of Board and its Powers)
Rules, 2014, as amended till date, Regulation 23(4)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) and the Company’s policy
on Related Party transaction(s), approval of Shareholders
be and is hereby accorded to the Board of Directors of
the Company to enter into contract(s)/ arrangement(s)/
transaction(s), including any modifications, alterations or
amendments thereto, with Jaquar Land Rover Limited, a
related party within the meaning of Section 2(76) of the
Act and Regulation 2(1)(zb) of the Listing Regulations,
for providing Automative Design & Engineering support,
on such terms and conditions as the Board of Directors
may deem fit, up to a maximum aggregate value of
` 250 Crores per year, for each of the financial years
2021-22 and 2022-23, provided that the said contract(s)/
arrangement(s)/ transaction(s) so carried out shall be at
arm’s length basis and in the ordinary course of business
of the Company.”
“RESOLVED FURTHER THAT the Board of Directors be
and is hereby authorised to delegate all or any of the
powers conferred on it by or under this resolution to any
Committee of Directors and/or Managing Director of the
Company and to do all acts and take such steps as may
be considered necessary or expedient to give eect to
the aforesaid resolution.”
Bengaluru, April 22, 2021 By Order of the Board
Registered Office: G. Vaidyanathan
ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968
